HedgeHog Health Terms of Use Agreement

Last Modified February 2021

1. Introduction.

Welcome to the Internet website(s) available at and under https://www.hedgehoghealth.com/. This is a website of HedgeHog Health, Inc. (“Company”) and its affiliates, subsidiaries and designees. This Terms of Use Agreement (“Agreement”) applies to all Company activities, including, but not limited to our brands' websites, and all other websites, mobile sites, services, applications, platforms and tools where this Agreement appears or is linked (collectively, the “Website”). As used in this Agreement, the Company may be referred to as “we,” “us” or “our.”

2. About this Policy.

This Agreement sets forth the terms and conditions governing your use of the Website and your access to and use of the webpage, sub-pages, URLs, links, the marks, copyrights, information, other content, materials, products and services offered on or through the Website (collectively, the “Services”). This Agreement hereby incorporates by this reference the Privacy Policy (https://www.hedgehoghealth.com/privacy/) (“Privacy Policy”) and any additional updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as “Additional Terms”). Except as otherwise indicated, any reference herein to the “Agreement” shall include the Privacy Policy and any Additional Terms.

Please read the Agreement carefully. Your use of the Website and Services constitutes your consent to this Agreement.

IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS TERMS OF USE AGREEMENT, THE PRIVACY POLICY AND/OR ANY ADDITIONAL TERMS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (A) THIS TERMS OF USE AGREEMENT; (B) THE PRIVACY POLICY; AND (C) ANY ADDITIONAL TERMS.

3. Changes.

Company may change this Agreement at any time and from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement on the Website. These changes will be effective immediately and incorporated into this Agreement upon our publishing them to the Website, and we will update the effective date of this Agreement. The “Last Modified” legend above indicates when this Agreement was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

You are responsible for reviewing this Agreement each time you use or access the Website or use the Services. Your continued use of the Website or the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such changes.

4. We May Discontinue the Website or the Services at any time.

We may, at any time and without liability, modify, suspend, or discontinue, temporarily or permanently, the Website or the Services (including access to the Website via any third-party links), with or without notice to you; charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. We may refuse or restrict anyone from access to the Website or the Services at any time.

5. Information Submitted Through the Website or Services.

Your submission of information through the Website or Services is governed by our Privacy Policy. You represent and warrant that any information you provide in connection with the Website or Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

6. Acceptable Use.

In order to use the Website or the Services, you must obtain access to the Internet directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access.

(a) Individual Use. You agree that you are only authorized to visit and view the Website solely for your own individual, non-commercial use, provided that you shall not duplicate, download, publish, modify or otherwise distribute any material on the Website for any purpose other than for your own individual use unless otherwise specifically authorized by us.

(b) Commercial Use. If you wish to refer to or provide information about the Website or any Services on any website, web page, e-mail address or the like, you must first obtain our prior written permission to do so and enter into an agreement with us. By “commercial purposes,” we mean any activity by you, on your own behalf or on behalf of any customer, for consideration.

(c) Account Password and User ID. If you become a registered user of the Website or the Services, you must receive or establish one or more passwords and accounts in the manner we designate. Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility. Accordingly, you shall maintain the security and confidentiality of your accounts. Do not divulge your password or account information to any third party. You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we shall not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor shall they have any responsibility whatsoever for your failure to comply with this Section.

(d) Submission. You and other Website visitors may have the ability to transmit or otherwise make available through or in connection with the Website or the Services certain materials, including materials which may contain information that personally identifies you or someone else or may contain medical information; send direct mail or email solicitations and other communications to us; and submit Feedback (defined in Section 10 below), so long as you comply with clause 5(e) below, and the content is not illegal or injurious to third parties (each, a “Submission” and collectively “Submissions”). You must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in such content and, if required, provide us with such written permission upon our request. This includes getting permission from parents or guardians if the person is under the age of 18. Except with respect to our service providers in their provision of services to us in connection with the Website or the Services, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE WEBSITE OR THE SERVICES, YOU DO SO AT YOUR OWN RISK;

(e) Use and Access Outside the United States. The Website is hosted in the United States and back up servers may be located outside of the United States. If you visit from the European Union or other foreign jurisdictions, please note that (1) we make no representations or warranties that the information, products or services contained on the Website is appropriate for use or access or is available in other jurisdictions; and (2) these jurisdictions have laws governing data collection and use that may differ from United States law. You should be aware that if you transfer Personal Information to us through the Website or the Services, you are transferring such information to the United States and the United States does not have the same data protection laws as the European Union and some other regions. By providing Personal Information to us, you consent to the transfer of it to the United States and the use of it in accordance with the Privacy Policy.

7. Unacceptable Use.

(a) You agree not to: (i) use or access the Website or the Services for any purpose that is unlawful or prohibited by this Agreement; (ii) use or access the Website or the Services in a manner that could damage, disable, overburden, or impair the server hosting the Website or the networks connected to any server hosting the Website; (iii) interfere with any third party's use and enjoyment of the Website or the Services; (iv) attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Website or the Services through hacking, password mining or any other means; (v) create, post, display, publish or distribute any link from your website to a page(s) of the Website; (vi) use the Website or Services for any purpose that is fraudulent or otherwise tortious or unlawful; (vii) reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website or Services except as expressly authorized herein, without our express prior written consent; (viii) remove any legal notices, credits, copyright, trademarks, trade names, logos, color schemes, service marks, slogans, other proprietary notices, or similar means of identifying products or services displayed on the Website (collectively, the “Marks”) from the Website or Services.

(b) We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Website or the Services.

(c) Do Not Violate Third Party Intellectual Property Rights. Without limiting any of our rights or your obligations under this Agreement, you may not, and by using the Services or the Website you agree not to, use the Services or the Website to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.

(d) Termination. We may and will terminate your access to, and use of, the Website and the Services immediately, if we believe that your conduct fails to conform with this Agreement. Upon termination of your access to, and use of, the Website or the Services, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Website and the Services. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Website, the Services, the Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Website or the Services), you may also be subject to civil and criminal liability.

8. Compliance with Laws.

You may use the Services and the Website only for lawful purposes. The Services and use of the Website is subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services and the Website. This obligation includes your agreement to comply with all applicable laws, regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us.

9. Transactions.

(a) We may make available the ability to purchase or otherwise obtain products through the Website and Services (a “Transaction”). Our e-commerce store is hosted by Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products to you.

(b) If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card or debit card number and its expiration date, your billing address, your shipping information, and relevant contact information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY DEBIT OR CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties (such as Braintree; Shopify or PayPal and/or one of its financial service providers) on your behalf, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information for the purposes of facilitating Transactions, including providing you with information regarding the status of your Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

(c) You agree to pay all charges incurred by you or on your behalf through the Website, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. You acknowledge and agree that you cannot cancel a Transaction after it is received through the Website. While it is our practice to confirm orders by e- mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

(d) By making a Transaction, you represent that the applicable products will be used only in a lawful manner. We reserve the right, including without prior notice, to limit the available quantity of or discontinue making available any product; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any product.

(e) All products will be shipped to an address designated by you so long as such address is complete and complies with the shipping restrictions contained on the Website or in this Agreement. All Transactions for products are made pursuant to a shipment contract (shipments made pursuant to such shipment contract are subject to the carrier’s terms and conditions of service in effect on the date of shipment). As a result, risk of loss and title for these products pass to you upon delivery of these products to the carrier. You expressly agree that products may be packaged or delivered in separate packages or shipments, in which case any claim for damaged or lost products may be paid by the carrier only with respect to the particular portion of the package or shipment that was damaged or lost. You expressly agree that we have no liability if any claim is denied or paid only in part by the carrier.

(f) PRODUCT TURNAROUND TIMES AND SHIPPING TIMES ARE ESTIMATES ONLY. Target times are provided for convenience only, and you should not rely upon them or expect us to achieve minimum targets (e.g., if the turnaround time is 5 to 7 days, do not assume 5 days). If your product includes dated or time sensitive material (i.e., there is a specific date by which you must receive the product), please plan accordingly and include appropriate time to receive your product. Turnaround times are available through the Website and are specific to the particular product. Product turnaround time does not include shipping time, and the estimated date for receipt of any product that is shipped is a combination of estimated turnaround time and estimated shipping time.

10. Registration; User Names and Passwords.

You may need to register to use all or part of the Website or Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Website account.

11. Ownership.

The Marks and other Intellectual Property Rights are our or our licensors registered and/or common law marks or other Intellectual Property Rights. All content and materials on the Website including, without limitation, the Marks, button icons, images, audio clips, and software, patents and other Intellectual Property Rights included in the Services or the Website, are our property or our licensors’ and are protected by United States and international Intellectual Property Rights laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services or on the Website is permitted without the express prior written permission of us and any other applicable copyright owner. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on the Website. You will not use the Marks or other Website content on any site, website, web page, portal, or on any form of advertisement which you operate, authorize or control without our express prior written permission. You may not use our Marks or copyrighted materials in any search engine descriptions, content, meta-tags, “white lettering”, key words, or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you, without our express prior written permission, and your doing so constitutes a violation of our rights under United States federal and state law, and other international laws and is a breach of this Agreement. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporates any content from the Website, the Marks, or any marks that are confusingly similar to the Marks. You also may not resell the Services (or any part thereof) without our prior written consent. All rights not expressly granted under this Agreement are expressly reserved to us. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. If you believe your rights under applicable copyright laws are being infringed, you may notify us in accordance with the instructions set forth in the “Copyright Infringement Claims” section below.

12. License.

For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, to provide you the Website and Services and any Products or services requested by you through the Website and Services, and for any other purpose in connection with our operation of the Website and Services.

In addition, if you provide us any suggestions, ideas, proposals, comments, questions, feedback or other information (“Feedback”), whether related to the Website and Services or otherwise, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Feedback that you may have under any applicable law under any legal theory. You acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section (including all necessary rights, licenses, consents, and permissions with respect to our reproduction and use of the Submissions within the scope of the license granted in this section), and that your Submissions and Feedback, and your provision of them through and in connection with the Website and Services, do not violate any terms or conditions of this Agreement (including your obligations under the “Acceptable Use” and “Unacceptable Use” sections above), are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party.

13. Monitoring.

We may (but have no obligation to) monitor, evaluate, filter, alter or remove Submissions before or after they are on the Website. We may (but have no obligation to) analyze your access to or use of the Website or Services. We may disclose information regarding Submissions and your access to and use of the Website or Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

14. Copyright Infringement Claims.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send to us a written notice by mail, e-mail or fax, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices with respect to copyright infringement claims must be sent in writing to Parker Lynch as follows: By mail to 918 Forestdale Rd, Royal Oak, MI 48067; by e-mail to support@hedgehoghealth.com; or by fax to 248-657-7050.

WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

15. Third Party Materials; Links.

Certain Website functionality may make available access to information, products, services and other materials made available by third parties, including our network referral partners (“Third Party Materials”), or allow for the routing or transmission to such Third Party Materials, including via links on our Website. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any Intellectual Property Rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website at any time. In addition, the availability of any Third Party Materials through the Website or Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

Additionally, the Web Site contains links to third-party web sites (including service providers such as Braintree; Shopify or PayPal and/or one of its financial service providers) (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Please review carefully the External Sites policies and practices and make sure you understand them before you engage in any transaction. You should contact the site administrator or Webmaster for those External Sites if you have any complaints, claims, concerns or questions regarding such links or any content located on such External Sites.

YOUR USE OF EXTERNAL SITES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH EXTERNAL SITES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH EXTERNAL SITES).

16. HIPAA Disclosures

(a) You understand and agree that we are not a medical provider and do not make clinical, medical, or other decisions related to your healthcare. Neither Company nor the Services are a substitute for professional medical judgment applied by your medical provider. Reliance on the Website, the Services and the content is solely at your own risk. Information provided on the Website and the use of any products or services purchased from the Website by you DOES NOT create a doctor-patient relationship between you and any of the health professionals affiliated with the Website (if any). You will only look to your medical provider for medical advice and, as between you and Company, your medical provider is solely responsible for all decisions and actions taken or not taken involving your care, utilization management, and quality management for your healthcare services resulting from, or in any way related to, the Services. You further acknowledge and agree that any treatments, procedures, information, medications, medical device or other products or any other information referenced in the Services, Website, content, documentation, or materials are for informational purposes only and are not intended as a recommendation or endorsement of any course of treatment, procedure, information, medication, medical device, or product and that the ultimate responsibility for diagnosing and treating you rests with your medical provider. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES, WEBSITE, CONTENT, DOCUMENTATION, OR MATERIALS SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS OR TO DIAGNOSE OR TREAT A MEDICAL CONDITION.

(b) By using the Website or Services, you acknowledge that, to the extent necessary to perform the requested Services, we may share Submissions and other information provided to us, including, but not limited to, health information, or the information we otherwise gather, collect, or record (collectively, the “Records”) with a participating medical provider and you consent to our sharing such Records with a participating medical provider. You acknowledge that we have no control over how a participating medical provider may use or disclose your Records and, to the fullest extent permissible by law, you assume any and all risk, known or unknown, that arises from or is related to a participating medical provider and such providers use of any Services and the Records. The participating medical provider is required to comply with the Health Insurance Portability and Accountability Act (“HIPAA”) as well as more restrictive state laws, as applicable, in such providers use and disclosure of your health information. You may read the participating medical provider’s Notice of Privacy Practices for additional details on how the provider uses and discloses your health information.

(c) You represent and warrant that you have sufficient right, title, interest in and to, the Submissions and have obtained all necessary written authorization, consents, and permissions (including patient authorizations if necessary) as may be required for compliance with applicable federal or state laws, including HIPAA and other privacy laws, governing the privacy and security of personal data, including medical or other sensitive data, to enable you to provide the Submissions to Company for Company’s intended use in accordance with the terms of this Agreement. You further represent and warrant that the Submissions provided to us under this Agreement will be accurate and complete.

(d) HIPAA DISCLAIMER. You acknowledge and agree that we are not covered by and therefore, are not compliant with, HIPAA and related regulations. You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Website may not be appropriate for the storage or control of access to sensitive data, such as medical or health information and “protected health information” (also known as PHI) as defined under HIPAA. We specifically disclaim any representation or warranty that the Website, as offered, complies with HIPAA. We do not sign “business associate agreements” and you acknowledge that we are not a business associate, subcontractor, or agent of yours pursuant to HIPAA.

17. DISCLAIMER OF WARRANTIES.

While we try to maintain the timeliness, integrity and security of the Website, we do not guarantee that the Website is or will remain updated, complete, correct or secure, or that access to the Website will be uninterrupted. The Website may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Website. If you become aware of any such alteration, contact us at support@hedgehoghealth.com with a description of such alteration and its location on the Website.

YOUR USE OF THE SERVICES AND THE WEBSITE IS AT YOUR SOLE RISK. THE SERVICES AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE OPERATION OF THE WEBSITE OR THE SERVICES OR THE INFORMATION CONTAINED ON THE WEBSITE. WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE, NONINFRINGEMENT, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUSES. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, DELAY OR ERROR-FREE MANNER (INCLUDING, WITHOUT LIMITATION, ANY ERRORS, DELAY OR INTERRUPTIONS DUE TO PROBLEMS WITH COMMUNICATION LINES OR SYSTEMS, ACTS OF GOD OR FAILURE OF A TELECOMMUNICATIONS SERVICE PROVIDER TO PROVIDE CONNECTIVITY), OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE WEBSITE OR SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE INCLUDING, WITHOUT LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT ANY SALES TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE, ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO PORTIONS OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

18. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, PARTNERS, SUCCESSORS, ASSIGNEES, LICENSEES, CO-BRANDING PARTNERS, NETWORK REFERRALS, AGENTS, VENDORS, CONTRACTORS AND SUPPLIERS (COLLECTIVELY, “INDEMNIFIED PARTIES”) WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES).

TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE WEBSITE OR SERVICES, OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE WEBSITE OR THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

19. Indemnity.

To the fullest extent permitted under applicable law, you agree to indemnify, hold harmless, and, at our request, to defend the Indemnified Parties, and their respective successors and assigns, from and against any and all claims, demands, causes of actions, debt, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) to the extent that such action is based on, arises out of , or relates to (a) your use of (or inability to use), or activities in connection with, the Services and any aspect of the Website (including all Submissions and Products ordered by you through the Website); (b) any violation or alleged violation of this Agreement by you; or (c) any other activities of yours accomplished using the Services or the Website.

20. Termination.

This Agreement is effective until terminated. We may terminate this Agreement or terminate or suspend your use of the Website or Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Website or Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials.

You may terminate this Agreement at any time by notifying us that you no longer wish to use our Services, requesting your account be de-activated, or when you cease using our site.

Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter.

21. Governing Law and Jurisdiction.

The Services and the Website are controlled by us from within the State of Michigan. By submitting an account registration or by accessing or using the Website or the Services, you and we each agree that the substantive laws of the State of Michigan will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Website or the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate state and federal courts located closest to Detroit, Michigan with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Website or the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.

22. Information or Complaints.

If you have a question or complaint regarding the Website or the Services or this Agreement, please contact us by e-mail to support@hedgehoghealth.com, by telephone at 202-972-2290. You may also contact us in writing by mail at 918 Forestdale Rd, Royak Oak, MI 48067. Please note that e-mail and chat communications will not necessarily be secure; accordingly you should not include personal information in your e-mail correspondence with us.

23. Miscellaneous.

(a) This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company.

(b) You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.

(c) This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of the Website and the Services, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of the Website. Neither the course of conduct between the parties nor trade practices shall act to modify this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, void or for any reason unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.

(d) Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

(e) The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(f) Notices to you (including notices of changes to this Agreement) may be made via posting to the Website or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our control.

(g) Without limiting the foregoing, the Services and the Website are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS THE WEBSITE OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE WEBSITE.